Question 1:

As per the chapter 2 Section 3(1) of Companies Act 2063 , any person who wish to start any
enterprise with profit motive either singly or jointly can incorporate a company for the attainment
of one or more objectives mentioned in the memorandum of association. A private company is a
company having maximum one hundred one shareholders who are prohibited to sell shares
publicly. Similarly, a public company is a company having a minimum paid-up capital of ten
million rupees and is allowed to sell and purchase its shares and debentures publicly. If the certain
business is to be a public company there shall be minimum of seven promoters. However, that
seven promoters isn’t required in case of private company.
Incorporation phase:
For the registration of a company there are certain procedures to be fulfilled depending on the
nature/category of the company. To run any kind of business I would suggest my friends to first
make an application to the office of registration in a prescribed format and accompanied with fees
as prescribed along with the documents mentioned in the section 4 of the Act which are as follows:
 Memorandum of association, article of association of the proposed company,
 In case of public company a copy of agreement between the promoters before the incorporation
of the company and if the company is private, a copy of the consensus agreement if any,
 Prior approval or license has to be obtained from anybody under the prevailing law prior to the
registration of the company,
 In case of promoters being Nepalese citizen a certified copy of citizenship certificate and if the
promoter is a corporate body a certificate of registration of incorporation, decision of board of
directors regarding incorporation of the company and major documents regarding
incorporation
 If the company has single promoter of single shareholder has rightly done above steps and
agree to accept the article of association in prescribed format then company’s article of
association is not required to submit,
 In case of promoter being foreign person or company, certificate of permission should be
obtained under prevailing law to make investment or to carry on business. Similarly, for a
foreign person, document providing the country of his citizenship is required and for foreign
company a certified copy of the incorporation of such company or body and major documents
relating to such incorporation is required.
Registration phase:
As per the chapter 2 Section 5 of the Company Act 2063, the office after receiving the application
for incorporation will make necessary inquiries and should register the company and grant the
company registration certificate to the applicant within 15 days after the date of making
application. Only after the company has been registered, the company will be said to be
incorporated. Moreover, the matters contained in the memorandum of association and article of
association will be binding on the company and shareholders only after the incorporation of the
company.
Without registration of the company under this Act, one cannot use the name of the company and
carry out any transaction on its behalf.
As per the section 6 of chapter 2 of the Act, the office may refuse to register the company in
following situation:
 If the proposed company has identical name or resembles the name of some existing company
previously registered it might cause misleading
 If the name or objective of the proposed company is opposed to the prevailing law or is
improper or undesirable to the public interest the registration may be refused.
 The name of the company must also not be similar to the company whose registration has been
cancelled as per this Act or similar to any insolvent company under the prevailing law until a
period of 5 years has been lapsed after such cancellation or insolvency
 If the requirements for the incorporation of a company under this Act are not fulfilled the
office may refuse to register the company.
However, if the company is not registered within seven days, the office will inform the owner
within 3 days with reasons. And if the notice is still not received from the office one can file
complaint in court within 15 days as per section 6.

Question 2:
Merely convening meeting of board of directors of a company is not enough unless such meeting
fulfills all the legal compliance of the validity of the board meeting. As per the Chapter 6, Section
97 (sub-section 1 to 8) and Section 98 (sub-section 1 to 3) of the Companies Act 2063, the legal
provisions regarding the validity of the board meeting including the quorum of the meeting is as
follow:
 Meeting of the board of directors of a private company is valid only if it is held as
mentioned in the articles of association of the company.
 In case of public company, meeting of the board of directors should be done six times a
year, with the gap between each meeting not exceeding three months. If any board meeting
is held after the time gap of three month such meeting is not valid.
 The directors should be present in personal meetings of the board of directors of a company.
The presence of any proxy director in director’s behalf will not be held valid.
 (Quorum )At least fifty one percent of the total number of directors of the company shall
be present in the meeting for the meeting of board of directors to be valid. Similarly,
director who is not entitled to take part in any matter to be discussed in a meeting of board
of directors (non-participative member) under this Act shall not be counted in above case.
 In case of lack of presence of fifty one percent of directors another meeting can be called
by giving a notice of at least three days. Even if such meeting is not attended by fifty one
percent of the directors, the proceedings and decisions made by the attending directors will
be considered valid.
 The decision of the majority of the directors in the meeting will be binding and in case of
tie, the chairman can exercise casting vote in addition to the vote cast by him as a director.
Such decisions will only be valid only if director personally related to the agenda doesn’t
take part in the meeting.
 Any decisions in the meeting shall not be considered invalid for mere reason that there is
no signature of any members present in the meeting.
 Except otherwise mentioned in the article of association, meetings called by the company
secretary or chairperson of the board or chief executive of the company is also valid.
 If at least twenty five percent directors of the total number make written requisition to call
meeting setting out the subject of discussion in the meeting, then meeting called upon the
requisition either by chairperson or in absence of response from chairperson within fifteen
days the call for meeting made by such requisition making directors is valid.
 If matter about notice of the board of directors is not mentioned in the article of association,
meeting called by sending written notice and the agenda thereof to every director’s address
supplied by them or through electronic means of communication is also valid.
Question 3:
The Companies Act 2063, chapter 5 section 82 has mentioned in detail about who and in what
circumstances are entitled to make written request for convening an extra-ordinary general meeting
of a public company. As a legal consultant providing advice to the ABC Company, referring to the
section 82 of the Act, the following people in the following circumstances are able make written
request for convening an extra-ordinary general meeting of the company in case the board of
directors of the company does not convene it:
 As per sub-section 2, if in the course of examining the account of company it is necessary
to call an extra ordinary general meeting for any reason, the auditor may make an
application only in case the board of directors fail to call such meeting even after the request
from the auditor. The auditor has to set out the matter to the office while making such
application, then only the office may call the extra-ordinary general meeting of the
company.
 Sub-section 3 states that shareholders holding at least ten percent shares of the paid-up
capital of a company or at least twenty five percent shareholders of the total number of
shareholders can make an application, setting out the reasons to the registered office of the
company for calling an extra-ordinary general meeting of the company. As per sub-section
4, in case board of directors fail to call the extra-ordinary meeting within thirty days from
the date of such application made, the concerned shareholders can make a petition to the
office of registrar setting out the matter. After receiving such petition the office may call
such extra-ordinary general meeting.
 As per sub-section 5, the office of registrar itself can call an extra-ordinary general meeting
if deemed necessary in view of findings of any inspection or investigation or for any other
reasons.

So , as per the Companies Act 2063 auditor, shareholders and the office of registrar of the
company are able to make written request for convening an extra-ordinary general meeting
in above mention circumstances.